PUBLIC OFFER AGREEMENT
(Service-Based Custom Development and Project Coordination)

1. General Provisions1.1. This Public Offer Agreement (“Offer”) constitutes an official public proposal by HEELS&HUES LIMITED, a company incorporated under the laws of England and Wales, Company Number 16907067, having its registered office at 128 City Road, London, EC1V 2NX, email: team@heelsandhues.design (the “Company”), to enter into a service agreement on the terms set out herein.
1.2. Any individual or legal entity that makes a payment for the Company’s services through the Company’s website or any agreed payment channel is deemed to have fully and unconditionally accepted this Offer (“Client”).
1.3. Acceptance of this Offer by way of payment constitutes the conclusion of a legally binding agreement between the Company and the Client without the need for a separate written contract.

2. Parties2.1. The Company acts as an independent service provider and principal.
2.2. The Client is any person or entity that accepts this Offer by making a payment.
2.3. Nothing in this Offer shall be construed as creating an agency, partnership, employment, or joint venture relationship between the Company and the Client.

3. Subject of the Agreement3.1. The Company provides bespoke, custom-made design, development, and project coordination services related to footwear and related products (the “Services”).
3.2. The Services may include, without limitation:

• conceptual and creative design;
• sketches, visual materials, and references;
• patterns, CAD models, and technical documentation;
• development and creation of custom shoe lasts;
• coordination of prototyping and manufacturing;
• technical and project-related support.

3.3. Any physical items produced within the scope of the Services constitute the result of a custom development process and are not standard retail goods.

4. Custom Nature of the Services4.1. All Services are provided on a custom and individual basis, tailored to the specific requirements of the Client.
4.2. The Client acknowledges that the outcome of the Services results from a creative and technical process and may differ from preliminary concepts, sketches, or visual representations.

5. Scope of Services and Revisions5.1. The scope of sketches, patterns, technical materials, iterations, and revisions is not limited by a fixed quantity and is determined by the nature and requirements of the project.
5.2. Revisions are provided within the agreed project direction and shall not be deemed a separate or new project unless expressly agreed otherwise.

6. Timelines6.1. Any timelines provided are indicative only and depend on the complexity of the project, technical requirements, and communication with the Client.
6.2. Estimated timelines are discussed individually with the Client before or after payment.
6.3. The Client acknowledges that timelines may vary due to the custom nature of the Services.

7. Payment Terms7.1. Unless otherwise agreed, the Services are provided on the basis of 100% advance payment.
7.2. Payment confirms the Client’s entry into the service process and triggers the commencement of work.
7.3. Payments may be made in multiple currencies and via payment service providers (PSPs), cards, or other mutually agreed payment channels.
7.4. In certain cases, staged or additional payments may be agreed separately.

8. Manufacturing, Logistics, and Delivery8.1. Manufacturing of physical items may be included in the Services or agreed separately, depending on the project.
8.2. Logistics, delivery, and transportation are arranged separately unless expressly agreed otherwise.
8.3. Self-pickup of physical items may be available subject to individual agreement.

9. Use of Third Parties9.1. The Company is entitled to engage third-party contractors, manufacturers, and consultants to perform parts of the Services.
9.2. The Company remains responsible to the Client for the proper performance of the Services under this Agreement.

10. Intellectual Property Rights10.1. Upon completion of the project and full payment, the Client is granted a right to use the final deliverables for their intended purpose, unless otherwise agreed in writing.
10.2. All intellectual property rights not expressly granted to the Client remain with the Company.
10.3. The Company may use the project or its elements in its portfolio only with the Client’s prior consent.

11. Refunds and Cancellations11.1. Due to the custom nature of the Services, refunds are possible only before the commencement of work.
11.2. Commencement of work is deemed to occur upon receipt of the Client’s technical brief or task description.
11.3. Once work has commenced, refunds are limited or not available, except as required by applicable law.

12. Communication and Confirmations12.1. Project-related communication, approvals, confirmations, and exchanges of materials may take place via email, messaging applications, calls, shared documents, or other commonly used communication channels.
12.2. Such communications shall be deemed legally valid and binding.

13. Limitation of Liability13.1. The Company’s total liability under this Agreement shall be limited to the amount actually paid by the Client for the Services.
13.2. The Company shall not be liable for indirect or consequential losses.

14. Governing Law and Jurisdiction14.1. This Offer and any agreement concluded pursuant to it shall be governed by and construed in accordance with the laws of England and Wales.
14.2. The courts of England and Wales shall have exclusive jurisdiction over any disputes arising out of or in connection with this Offer.

15. Final Provisions15.1. The current version of this Offer published on the Company’s website shall prevail over any previous versions.
15.2. If any provision of this Offer is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
End of Public Offer Agreement